Please read the following Affiliate
Webmaster Agreement (the "Agreement"). When you enroll to a ADULTDATECASH.COM
(the "Program") affiliate, you agree to all of the terms and conditions
of this Agreement. Please read the following terms and conditions carefully,
as they form the agreement between you, the Webmaster, and the Program.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND PROGRAM. IF YOU
DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT COMPLETE THE
APPLICATION FORM TO BECOME AN AFFILIATE WEBMASTER (referred to herein
as "Affiliate", "Webmaster" or "you"). BY COMPLETING
THE APPLICATION FORM TO BECOME AN AFFILIATE, YOU ARE AGREEING TO BE
BOUND BY THIS AGREEMENT.
Enrollment in Program
By completing the necessary
form(s) to enroll in Program, you are represent and warrant to Program
that you are over the age of 18 or the age of majority in your jurisdiction,
whichever is higher ("Age of Majority"), and that you are capable
of entering into this Agreement. Program reserves the right to
either refuse to accept your enrollment or to immediately terminate
your membership to Program, if Program, in Program's sole and absolute
discretion, believes you to be under the Age of Majority. By completing
such form(s) you are also certifying to Program that the laws in your
jurisdiction do not in anyway prohibit you from entering into this Agreement.
You understand that your ability
to enter into and perform under this Agreement is contingent upon Program's
acceptance of your application and your ability to access the Internet
and that you are solely responsible for any costs associated with your
responsibilities under this Agreement including, but not limited to,
setting up any websites, connecting to the Internet, maintaining any
websites and hosting any websites. You acknowledge and agree that
while Program may offer free hosting at the time that you apply to Program
and/or are accepted to Program, any such free hosting service by Program
may be revoked at any time and that you will be required to find and
pay for hosting services for any websites you create under this Agreement.
You are hereby granted a revocable,
non-exclusive, non-transferable license to access and download promotional
banners, videos, photographs, other promotional materials, and/or promotional
materials created by you, provided that such materials are approved
by Program in writing ("Promotional Items"), for use on site(s)
owned by you ("Referral Sites") in order to refer traffic to websites
owned, controlled and/or operated by us (the "Sites" or "Site
Names"). Please click here for a list of such Sites.
Such Promotional Items are licensed to you for the limited purposes
of advertising, marketing and promoting Member Sites. Any and
all licenses granted to you pursuant to this agreement shall immediately
cease and revert to Program upon the termination or cancellation of
You agree not to share any
of the Promotional Items with anyone, in any way except as in accordance
with the terms of this Agreement and applicable law. You represent
and warrant that you will only use the Site Names, Referral Sites, Promotional
Items and/or the Sites in compliance with all applicable laws, including
United States Federal Laws.
You acknowledge and agree that
this license is granted to you herein based upon your representation
and warrant to the Program that you will comply with all applicable
United States Federal laws, including, without limitation, 18 USC 2257
and 2257A, as amended, city, state, locality and country laws and regulations
which may apply to you. You agree to post on your site all legally
required records custodian (the "Custodian") information with respect
to the Promotional Items.
NO LICENSE TO USE CERTAIN
ADWORDS AND CERTAIN INTELLECTUAL PROPERTY
Although you are hereby granted
a revocable, non-exclusive, non-transferable license to use the Site
Names in connection with referring traffic to the Sites, you are not,
as a part of this non-exclusive, revocable license, permitted to bid
on, purchase or otherwise register/use the Site Names or use the words
"Official", "Officially", "Official Site" or similar language
in connection with the Site Names as keywords (sometimes referred to
as "AdWords") on Internet search engines, such as google.com, ask.com,
yahoo.com, msn.com, etc.; use the Site Names in association with any
similar or competing website or service; or register any domain name
which incorporates or is a "misspelling" or "typo" of any of
the Site Names. You agree that in the event you violate any part
of this section of this Agreement, you will be immediately terminated
from the Program, any monies earned but not yet paid will be forfeited,
and that you will cooperate fully in transferring any items forbidden
by this section to Program as the rightful owner.
Subject to the limitations
in the paragraph above and pursuant to the license granted to you herein,
Program will permit you to use any and all Site Names that you may choose
in connection with promoting the Sites so long as such website domain
name(s) registered by you does not infringe on Program's, Program's
affiliated entities' or any third party's intellectual property
rights, defame, insult or otherwise harass anyone, and does not promote
or suggest any illegal activity. Again, you understand and agree
that the limited, revocable license granted herein is limited by the
conditions set forth above including, without limitation, the limitation
that you are not permitted to register or use any domain names that
are substantially similar to the Site Names or any website names belonging
to any of our affiliated entities.
You agree to register with
Program all domain names you use, own, create, manage and/or control
in connection with this Agreement. Program will not compensate
you for any referrals to the Sites, for which you would otherwise be
due a payment for under this Agreement, if the referring site is not
registered with Program. Should Program compensate you for any
referral(s) from a site or sites not registered with the Program, you
hereby acknowledge and agree that such payment is in error and that
you are not in any way entitled to further payments for referrals from
such site(s). You further acknowledge and agree to inform Program
of any such payment error and that such erroneous payments may stop
at any time with no liability to you by Program.
Representations to Program
You hereby represent and warrant
that you will put safeguards in place, including, but not limited to
an "age verification" page, so that no persons who have not yet
attained the Age of Majority may view any and all Promotional Items
which may contain explicit images. You further represent and warrant
that you will not "deep link" so that a person referred to the Sites
does not first have to confirm that he/she is at least the Age of Majority.
You further warrant that you
have all legal rights, free from any and all encumbrances and third
party claims, to all images, text, script(s), applications, logos and
functional elements appearing on all Referral Sites.
You represent and warrant that
you will only advertise on services and providers which permit such
advertisement and that you will not advertise our Sites on any website
or service which promotes any activity or which may be covered under
the section of this Agreement entitled "Termination". You
understand and agree that if you advertise for any service or provider
which does not permit such advertising, including, without limitation,
Myspace and Craigslist, you may be terminated if you do not immediately
remove such advertisement after being notified that such advertisement
is not permitted.
Enrollment with Program
Program endeavors to evaluate
every application to us in good faith and as quickly as possible.
Program reserves the right to deny an application for any reason, including
but not limited to:
Ownership of Promotional
You hereby acknowledge and
agree that all rights to the Promotional Items belong solely to Program
and/or Program's licensor(s). You further acknowledge and agree
that any Promotional Item(s) created by you and approved by Program
are a specially ordered and commissioned "work made for hire"
within the meaning of the 1976 Copyright Act for the compensation provided
according to the terms of the payout agreement agreed upon by you and
NO EMAIL MARKETING OF
Program does not permit
email marketing or promotion of the Sites. You acknowledge
and agree that any email marketing by you will be grounds for immediate
termination from Program, without pay. You are required to
review our agreement with the FTC as a material condition
of your being accepted as an Affiliate by the Program.
Emails from Program to
You acknowledge and agree that
it may be necessary for Program to email you with information regarding
your account with Program and changes to Program. For that reason,
you warrant to Program that at all times while you are a Webmaster for
Program you will keep an accurate, working email address on file with
Program. You further acknowledge and agree that while Program
has the right to send such emails to you, Program is under no obligation
to do so regardless of any emails Program may have sent t you in the
past or may send to you in the future.
If you are a citizen or resident
of the United States, you will be required to supply Program with the
Federal Tax ID number or the Social Security Number which corresponds
to the name you provide to us as the payee under this Agreement.
You acknowledge and agree that
if you fail to provide us with accurate and complete information with
respect to your Federal Tax ID or Social Security Number, you will not
be entitled to any payments from Program and all monies earned prior
to you supplying Program with this required information will be forfeited
by you to Program.
You understand and agree that
you are required by this Agreement to supply Program with a valid email
address and other contact information, a failure to do so may result
in the termination of your membership with Program.
Program warrants it will supply
all webmasters in good standing with Program with accurate and up-to-date
information with respect to the Custodian for all Promotional Materials
provided by Program to you. You understand and agree that you
will post the Custodian information provided to you by Program on all
of your websites associated with and linking to the Sites. You
further agree that in the event Program requests that you change the
Custodian for any reason, you will immediately do so. A failure
to so change the Custodian as well as any other violation of this section
will result in your immediate termination, without further notice, from
Program and all amounts earned by you through Program, but not yet paid,
will be immediately forfeited by you. You further understand and
agree that to suggest or imply the Custodian has records for materials
not supplied to you by Program is also a material breach of this Agreement
and this Section.
In furtherance of this Agreement,
Program may disclose to you certain confidential information with respect
to Program's business dealings, business model or other information
which Program does not make available to the general public ("Confidential
Information"). You agree to keep such Confidential Information
in the strictest confidence until such time as Program makes such Confidential
Information widely available to the general public. You further
agree that in the event you receive any subpoena, complaint, court order
or other official request or demand pertaining to the Confidential Information,
you will immediately forward such to Program and that Program shall
have the opportunity and the right to seek protective relief to prevent
a disclosure of the Confidential Information.
Nothing in this Agreement is
intended by you or Program to constitute a joint venture or collaboration
between you and Program. You acknowledge that you are in no way
an agent, employee or similarly situated employment like relationship.
You further acknowledge that you are only an affiliate of Program and
have no authority to act on Program's behalf or bind Program to any
debt or agreement. You agree that you will be solely responsible
for the development, operation and maintenance of your Referral Sites
and for all materials that appearing on such Referral Sites. You
further agree that you are solely responsible for the development, operation
and maintenance of the Referral Sites and for any and all materials
appearing on such Referral Sites.
Change to Payment Information
You agree to notify Program
of any change in your payment information at least five (5) days before
the close of any pay period. No changes to your information are
valid until you have received written confirmation from Program.
You acknowledge and agree that
you shall not be entitled to any compensation from Program for and membership
if Program determines or believes, in Program's sole discretion, that
such membership is the result of possibly fraudulent activity.
You acknowledge and agree that
the foregoing list is not an exhaustive list of all conduct which may
constitute fraudulent activity, for which you will not be compensated.
You further acknowledge and agree that the foregoing list may be changed
at any time, as Program may deem necessary. You understand and
agree that Program may terminate or suspend your account based upon
Program's determination that one or more Memberships are invalid.
Suspension or Termination
reserves the right to either terminate or suspend your status with Program
in the event that referrals from your sites are subject to a high rate
of Invalid Memberships, "chargebacks" or cancellations of accounts.
Program further reserves the right to terminate or suspend your account
with Program if you have a high rate of fraudulent activity with respect
to referrals as such are outlined in the immediately preceding section.
In addition to reasons for
termination mentioned previously herein, Program reserves the right
to immediately terminate your account with Program, without notice to
you, if at any time:
Either party may terminate
this Agreement by delivering to the other written notice of cancellation.
An email sent by Program to the email address associated with your account
shall be deemed adequate notice to you, whether or not you actually
read such email.
Effect of Termination
Immediately upon termination
or cancellation any and all licenses granted to you herein cease and
revert to Program. You agree to immediately remove from any and
all websites owned, controlled, managed, and/or maintained by you and
destroy all copies of the Promotional Items. If at the time of
termination or cancellation you manage, own, operate or otherwise control
a website which incorporates the Site Names or misspellings thereof,
you agree to transfer such websites to the Program within twenty (20)
days of termination or cancellation. Upon the request of Program,
you agree to mail to Program written confirmation that all Promotional
Items have been removed and destroyed. You understand that your
failure to comply with this section will result in irreparable harm
to the Program and the intended third party beneficiary. Program
reserves the right to take any and all legal actions necessary to enforce
the provisions of this section against you including, without limitation,
monetary damages, injunctions, and actions for specific performance.
Digital Millennium Copyright
NOTICE OF CLAIMED INFRINGEMENT
Program respects the intellectual
property of others, and we ask our users to do the same. We observe
and comply with the United States' Digital Millennium Copyright Act
("DMCA"). If you believe that your work has been copied in a way
that constitutes copyright infringement, or your intellectual property
rights have been otherwise violated, please provide Program's Designated
Copyright Agent the following information:
- an electronic
or physical signature of the person authorized to act on behalf of the
owner of the copyright or other intellectual property interest;
description of the copyrighted work or other intellectual property that
you claim has been infringed;
You may send your Notice of Claimed Infringement to:
Lawrence G. Walters, Esquire
NOTICE AND TAKEDOWN PROCEDURES
hereby implements, and you consent to, the following "notice and takedown"
procedure upon receipt of any notification of claimed copyright infringement.
Program reserves the right at any time to disable access to, or remove
any material or activity accessible on or from Program or any Promotional
Materials claimed to be infringing or based on facts or circumstances
from which infringing activity is apparent. It is the firm policy of
Program to terminate the account of repeat copyright infringers, when
appropriate, and Program will act expeditiously to remove access to
all material that infringes on another's copyright, according to the
procedure set forth in 17 U.S.C. §512 of the DMCA.
It is important to understand
that knowingly making a material misrepresentation concerning alleged
copyright infringement may result in significant civil penalties including
damages, costs and attorneys fees incurred by the alleged infringer
or Program member. In the event your Referral Site is taken down pursuant
to the DMCA, re-bills attributed to the noticed ND will be suspended
during the "take down" period. Any repeat violators of the DMCA
will be terminated and banned from the Program.
Notice and Account Information
Any notice or payment required by or in furtherance of this Agreement may be provided by email to the email address on file for the party to be noticed, or personal delivery by commercial carrier such as FedEx or Airborne. You agree to keep current email and address information on file with Program for this purpose.
Notice shall be deemed effective upon receipt by the other party, except as provided for herein. Notices delivered by overnight carrier (e.g., United States Express Mail or Federal Express) shall be deemed delivered on the business day following mailing. Notices mailed by United States Mail, postage prepaid, registered or certified with return receipt requested, shall be deemed delivered five (5) days after mailing. Notices delivered by any other method shall be deemed given upon receipt. Notices by email and facsimile transmission, with confirmation from the transmitting machine that the transmission was completed, are acceptable under this Agreement provided that they are delivered one (1) hour after transmission if sent during the recipient's business hours, or 9:00 a.m. (recipient's time) the next business day.
In the event that any correctly
addressed notice that is refused, unclaimed, or undeliverable, because
of an act or omission of the party to be notified shall be deemed effective
as of the first date that said notice was refused or deemed undeliverable
by the postal authorities, messenger, facsimile machine, email server,
or overnight delivery service.
Waiver of Liability
hereby waive any and all damages, including interest, on any monies
not received by you as a result of your violation of this section.
Jurisdiction and Costs
In the event either you or
Program shall commence any claims, suits, or formal legal action to
interpret and/or enforce the terms and conditions of this Agreement,
or relating in any way to this Agreement, including without limitation
asserted breaches of representations and warranties, the prevailing
party in any such action or proceeding shall be entitled to recover,
in addition to all other available relief, its reasonable attorneys'
fees and costs incurred in connection therewith, including attorney's
fees incurred on appeal.
Non-Transferable or Assignable
You agree and acknowledge that
you are not permitted to assign this Agreement to any third party and
any attempt to do so will be deemed as your notice of termination.
Headings are used herein for ease of reference purposes and shall not be used in interpreting, construing and/or enforcing this Agreement.